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<br />default could adversely affect the performance by Steadfast of its obligations under this <br />Agreement. To Steadfast's actual knowledge, no default exists under any covenant, restriction or <br />agreement related to or affecting the Steadfast Property. <br /> <br />(vii) Hazardous Materials. To Steadfast's actual knowledge, <br />Steadfast has not received notice of any order, directive, complaint or other communication, <br />written or oral, by any governmental or quasi-governmental agency nor has Steadfast received a <br />notice from any other third party, nor does Steadfast know (i) of the existence of Hazardous <br />Materials in, on or under the Steadfast Property, (ii) of any present Release or threatened Release <br />of any Hazardous Materials in, on or under the Steadfast Property, (iii) of the existence of any <br />underground or above ground storage tanks, or (iv) of any violation of Environmental Laws. <br /> <br />(viii) Insolvencv. There are no attachments, execution <br />proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or <br />other proceedings pending or threatened against Steadfast, nor are any such proceedings <br />contemplated by Steadfast. <br /> <br />(ix) Condemnation Proceedings. Steadfast has received no <br />notice of any condemnation or eminent domain proceeding pending or threatened against the <br />Steadfast Property or any part thereof. <br /> <br />(x) Steadfast's Actual Knowledge. As used herein, the phrase <br />"Steadfast's actual knowledge" means the actual present knowledge of Kristin Proctor, without <br />duty of inquiry. <br /> <br />(b) Citv's Representations and Warranties. City makes the following <br />representations and warranties to Steadfast, upon which warranties and representation Steadfast <br />has relied and will continue to rely, all of which are true as of the date ofthis Agreement and will <br />be true and correct as of and shall survive the Closing: <br /> <br />(i) Organization. City is a charter city duly organized under <br />the Constitution and laws of the State of California. The execution and delivery of this <br />Agreement and the other documents contemplated by this Agreement by City, and the <br />performance by City of the obligations under this Agreement: (i) are within the power of City; <br />(ii) have been duly authorized by all requisite action; and (iii) will not violate any provision of <br />law, any order of any court or agency of government, the Charter of City, or any indenture, <br />agreement or any other instrument to which City is a party. This Agreement, and each of the <br />documents described in this Agreement, when executed and delivered to Steadfast, will <br />constitute legal, valid and binding obligations enforceable against City in accordance with the <br />terms of such documents. <br /> <br />(ii) Non-foreign Person. City is not a "foreign person" as that <br />term is defined in Section 1445(f) of the Internal Revenue Code and the applicable provisions of <br />the applicable state, if any, and the regulations issued thereunder, as amended, or any successor <br />thereto. <br /> <br />(iii) No Prior Transfers of Citv Propertv. City has not <br />transferred, by sale, assignment or otherwise, to any person, partnership, corporation or other <br /> <br />40836735. 16 <br /> <br />11 <br />